UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13G
Under the Securities Exchange Act of 1934
ROUGE STEEL COMPANY
_________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
_________________________________________
(Title of Class of Securities)
779099 10
_________________________________________
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP NO. 779099 10 Page 2 of 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Worthington Industries, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _____
(b) _____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5. SOLE VOTING POWER
5,999,600
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
5,999,600
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,999,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
27.4%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 779099 10 Page 3 of 4
ITEM 1(A). NAME OF ISSUER
Rouge Steel Company
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
P. O. Box 1699, 3001 Miller Road, Dearborn, MI 48121-1699
ITEM 2(A). NAME OF PERSON FILING
Worthington Industries, Inc.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
1205 Dearborn Drive, Columbus, OH 43085-4769
ITEM 2(C) CITIZENSHIP
Delaware
ITEM 2(D) TITLE OF CLASS OF SECURITIES
Common Stock, $.01 par value
ITEM 2(E) CUSIP
779099 10
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP.
Ownership is based on 21,903,536 total outstanding shares of
Common Stock at December 31, 1996
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
5,999,600 shares beneficially owned.(1)
ITEM 4(B) PERCENT OF CLASS
27.4%(2)
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
5,999,600 (see Footnote 1)
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
5,999,600 (see Footnote 1)
______________________
(1) Further divided into two classes: 422,000 shares of Class B Common Stock
and 5,577,600 shares of Class A Common Stock.
(2) This percentage is explained as 6% of the issued and outstanding shares of
Class B Common Stock and 19.9% of Class A Common Stock. The shares of Class
B Common Stock are convertible into shares of Class A Common Stock (i) at
any time in the discretion of the holder of such shares of Class B Common
Stock or (ii) automatically upon the transfer of shares of Class B Common
Stock to other than certain permitted transferees.
<PAGE>
CUSIP NO. 779099 10 Page 4 of 4
(iv) Shared power to dispose or to direct the disposition of:
-0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
WORTHINGTON INDUSTRIES, INC.
DATED: February 14, 1997
By: /s/ Dale T. Brinkman
_______________________________________
Dale T. Brinkman, Asst. Secretary
